Second Quarter 2019 Earnings Presentationir.cboe.com/.../q2-2019-presentation-v1.pdf · Second Quarter 2019 Earnings Presentation . 2 Strategic Review Edward Tilly Chairman, President

1

August 2, 2019

Second Quarter 2019Earnings Presentation

2

Strategic Review Edward Tilly

Chairman, President and Chief Executive Officer

Financial Review Brian Schell

Executive Vice President, CFO and Treasurer

Questions and Answers Edward Tilly

Brian Schell

Chris Isaacson

Executive Vice President and Chief Operating Officer

John Deters

Chief Strategy Officer

Agenda

3

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price competition and consolidation in our industry; decreases in trading volumes, market data fees or a shift in the mix of products traded on our exchanges; legislative or regulatory changes; potential difficulties in our migration of trading platforms and our ability to retain employees as a result of the acquisition of Bats; our ability to protect our systems and communication networks from security risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information; increasing competition by foreign and domestic entities; our dependence on and exposure to risk from third parties; fluctuations to currency exchange rates; our index providers’ ability to maintain the quality and integrity of their indexes and to perform under our agreements; our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; our ability to attract and retain skilled management and other personnel, including those experienced with post-acquisition integration; our ability to accommodate trading volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; misconduct by those who use our markets or our products; challenges to our use of open source software code; our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; damage to our reputation; the ability of our compliance and risk management methods to effectively monitor and manage our risks; our ability to manage our growth and strategic acquisitions or alliances effectively; restrictions imposed by our debt obligations; our ability to maintain an investment grade credit rating; impairment of our goodwill, investments or intangible assets; and the accuracy of our estimates and expectations. More detailed information about factors that may affect our actual results to differ may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2018 and other filings made from time to time with the SEC.

We do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Trademarks: Cboe®, Cboe Global Markets®, Bats®, BZX®, BYX®, EDGX®, EDGA®, Cboe Volatility Index® and VIX® are registered trademarks, SPXSM and C2SM are service marks of Cboe Global Markets, Inc. and its subsidiaries. All other trademarks and service marks are the property of their respective owners. © 2017 Cboe Global Markets, Inc. All rights reserved.

Cautionary Statements Regarding Forward-Looking Information

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Strategic ReviewEdward TillyChairman, President and CEO

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Remain focused on executing on strategic initiatives

2Q19 results primarily reflect:

• Higher trading volume in our suite of proprietary products

• Flat to lower trading industrywide in U.S. equities, European equities and Global FX

Second Quarter Net Revenue Flat YOY; Adjusted EPS¹ Up 8%

1,252 1,2521,787

1,252 1,272

504 452

660515 530

253 234

334

229 255

2Q18 3Q18 4Q18 1Q19 2Q19

SPX Options VIX Options

Other Index Options VIX Futures

Quarterly ADV for Index Options and VIX Futures (in thousands)

2,084 2,002

939 1,024 1,164 1,479 1,262

573 588722

667522

205 239294

295242

2015 2016 2017 2018 2019¹SPX Options VIX OptionsOther Index Options VIX Futures

Annual ADV for Index Options and VIX Futures (in thousands)

1,959

2,5262,271

1,825

2,877

2,077

¹Through June 30, 2019

2,1332,187

¹Adjusted to reflect the impact of certain items. See Appendix for “Non-GAAP Information.”

6

Market continued to grind higher through July after a sell off in May

Strong index volumes in May offset by slow April and June where traders lacked conviction

In July, rising long-term uncertainty has led to a steepening in the VIX term structure and a renewed focus on hedging

Second Quarter Results Reflect a Continuation of Challenging Market Conditions

2,200

2,400

2,600

2,800

3,000

3,200

10

15

20

25

30

35

40

Oct-18 Jan-19 Apr-19 Jul-19

SP

X L

eve

l

VIX

Lev

el

In 2Q19 S&P 500 Rose 4% andVIX Index Increased 10%

VIX Index 2018 Avg. VIX Index S&P 500

14

15

16

17

18

19

1M 2M 3M 4M 5M 6M 7M 8M 9M

VIX

Fu

ture

s P

rice

VIX Futures Months to Expiry

VIX Futures Term Structure Comparison

1Q19 Avg. Term Structure

2Q19 Avg. Term Structure

July Avg. Term Structure

7

42% increase in average AUM in volatility-linked ETPs

• Average AUM of $3.7B in 2Q19 vs $2.6B in 1Q19

• Increase driven in part by growth of ETPs based in APAC region, also driving growth in GTH

Source: BloombergInverse = XIV and SVXY; Long Vol = VXX and VIXY; Levered = UVXY and TVIX; New = Fubon and Kokusai *All times are in CT

Changes in VIX Futures Term Structure and Growth in Volatility ETPs Presented More Trading Opportunities

15% 17% 14% 12% 10% 10%

45% 31% 28% 28% 27% 28%

29% 36%40%

39% 39%38%11%

16%

18%

21% 23%24%

Jan'19 Feb'19 Mar'19 Apr'19 May'19 Jun'19

Average Monthly AUM for Volatility-Linked ETPs (in billions)

Inverse Long Vol Levered New ETP's

$2.5B

$3.1B

$3.7B$3.9B

$3.6B

$2.1B

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

0

10,000

20,000

30,000

40,000

50,000

60,000

Jan

-16

Ap

r-16

July-1

6

Oct-1

6

Jan

-17

Ap

r-17

Jul-17

Oct-1

7

Jan

-18

Ap

r-18

Jul-18

Oct-1

8

Jan

-19

Ap

r-19

VIX

Fu

ture

s A

DV

Du

rin

g G

TH

VIX Futures ADV During Global Trading Hours (GTH) - By Time Period*

7:00-8:30 AM 3:30-5:00 PM

2:00-7:00 AM 5:00 PM-2:00 AM

% of All VIX Futures

2Q19 Avg. AUM $3.7B

8

Aligning sales and coverage teams across regions and products

U.S. remains largest growth opportunity

Focused on Growing Proprietary Product Suite

Intend to seek jurisdictional approvals:• Italy • Spain • Australia

Exploring new markets• Asia• Middle East• Scandinavia

U. S. Insurance

Companies

Pension Funds

Asset Managers

Received jurisdictional approval in Switzerland in 2Q19

9

Continued focus on providing solutions for our customers risk management needs

Strong growth in mini-SPX (XSP) options

• ADV up 119% in 2Q19 versus 1Q19 and up 314% versus 2Q18

• Smaller notional contract provides more risk management granularity

• 1/10 the size of SPX options contract and same size as SPY

Focused on Growing Proprietary Product Suite

18.2 20.0 16.9 22.6 37.8

82.7 0.57 0.68 0.58 0.57

1.11

3.02

-

0.5

1.0

1.5

2.0

2.5

3.0

3.5

0

30

60

90

120

1Q18 2Q18 3Q18 4Q18 1Q19 2Q19

Ma

x Op

en In

terest (in m

illion

s)A

DV

(in

th

ou

san

ds)

Mini-SPX (XSP) Options - ADV and Open InterestAll time records in 2Q19 - 3.02 million open interest and 82,680 ADV

ADV (in thousands) Maximum Open Interest (in millions)

10

Cboe EDGX focused on being the destination of choice for retail trading

July market share rose above 17%, reflecting impact of pricing changes aimed at attracting more order flow

Ready to introduce execution priority to retail limit orders, subject to regulatory approval and customer readiness

Continued to advocate for our Cboe Market Close proposal

Source: Cboe

U.S. Equities

1.2% 1.5% 1.7% 1.9%

3.5%4.1%

4.5% 4.8%

2016 2017 2018 1H2019Nasdaq NYSE

U.S. Equities Closing Volume as a Percent of Total Market Volume

4.7%

6.7%6.2%

5.6%

$0.023 $0.026 $0.027 $0.029 $0.028

17.3%

$0.000

$0.005

$0.010

$0.015

$0.020

$0.025

$0.030

10.0%

15.0%

20.0%

2Q18 3Q18 4Q18 1Q19 2Q19 July '19

Net Capture Total Market Share

Quarterly U.S. Equities Market Share & Net Capture

11

Lighter overall market volumes for European equities in 2Q19 vs 2Q18

Plan to launch our Dutch venue on October 1, with European Economic Area (EEA) stocks available for trading

Our UK venue will continue to trade UK, as well as EEA stocks

European Equities – Preparing to Operate in a Post-Brexit Environment

0.169 0.162 0.168 0.177 0.190 0.183 0.195 0.200 0.210 0.224

21.5% 21.3% 21.1% 20.3% 21.2%22.2% 23.1% 22.7% 22.1%

20.3%

0%

5%

10%

15%

20%

25%

0.000

0.050

0.100

0.150

0.200

1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19

Chart Title

Net Capture (bps) Market Share %

European Equities - Quarterly Market Share and Net Capture (in bps)

12

Cboe Closing Cross (C3) expected to bring valuable competition to post-close trading session in Europe

Cboe Closing Cross plans to:

• Serve as a cost-effective, one-stop shop for customers to execute their post-close trading activities across 18 European markets

• Bring choice and competition to a growing segment of the European market

Source: Cboe Europe

European Equities – Plan to Launch Cboe Closing Cross on August 16

16%

20%

2018 1H2019

European Equities Closing Auctions as a % of All On-Exchange Volume

13

Completion of technology migration expected to enhance Cboe’s efficiency and value proposition

Final migration of Cboe Options Exchange on schedule for Oct. 7th

Expected benefits of technology migration:

• More efficient and user-friendly trading experience

• Greater bandwidth

• Significant latency reduction

• Enhanced risk controls

• Improved complex order handling

• Enable Cboe to focus talent of technology team on new growth initiatives

Defining Markets Through Technology

Common Technology

Platform

Options

FuturesU.S.

Equities

European Equities

Plan to develop new data platform

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Pursuing Market Defining

Initiatives

Unifying Trading

Platform & Building Data

Platform

Expanding Global Reach

Developing New

Products

Focused on Creating Growth

Opportunities

Laying the Foundation for Future Growth

DEFINING MARKETS

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Financial Overview and GuidanceBrian SchellEVP, CFO and Treasurer

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$188 $194

$284 $283

2Q18 2Q19

Net Revenue Flat Adjusted EBITDA Margin¹ up 230 bps

(in millions)

Adjusted EBITDA Net Revenue

66.1% 68.4%

Business Highlights – Key Performance Drivers

$1.05$1.13

2Q18 2Q19

Quarterly Adjusted EPS¹ up 8%

Higher trading volumes in proprietary products and lower volumes in other business segments and industrywide

Net transaction fees¹ down 1%; non-transaction net revenue up 1%

Continued expense discipline resulted in solid EBITDA¹ margin performance

1,831 1,932

253 255

2Q18 2Q19

Index Suite of Products ADV up 5%(in thousands)

Index Options VIX Futures

2,084 2,187

¹See appendix for “Non-GAAP Information.”

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Recurring proprietary non-transaction net revenue up 6% in 2Q19 vs 2Q18; up 8% YTD

Expect growth in proprietary market data and access and capacity fees combined to be mid- to high-single digit in 2019

Two-thirds of proprietary market data revenue growth in 2Q19 driven by additional subscriptions

Nearly 100% of access and capacity fees were attributable to incremental units in 2Q19

Bats technology migration expected to provide opportunities longer term

$52.2 $53.6 $54.6 $54.4 $54.5

$18.8 $18.6 $18.8 $21.1 $20.9

2Q18 3Q18 4Q18 1Q19 2Q19

Proprietary Market Data and Access and Capacity Fees

(in millions)

Access and Capacity Fees Prop Market Data

$71.0

Grew Recurring Non-Transaction Revenue Streams

$72.2 $75.4$75.5$73.4

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2Q19 revenue increase driven by growth in market data and access and capacity fees

RPC variance primarily reflects a mix shift in index options, with mini-SPX accounting for a higher percentage of index volume in 2Q19 versus 2Q18

Non-transaction revenue up 10%

Options 2Q19 Net Revenue Up 3%

Options Statistics ($ in millions, except RPC)

2Q19 2Q18 Change

Net Revenue $140.8 $136.4 3%

Key Operating Statistics:

Total market share 37.7% 37.7% --

Index options 99.2% 99.1% 0.1 pts

Multi-listed options 30.8% 31.0% -0.2 pts

Total ADV (in thousands) 7,261 7,095 2%

Index options 1,932 1,831 6%

Multi-listed options 5,329 5,264 1%

Total RPC $0.238 $0.241 -1%

Index options $0.736 $0.753 -2%

Multi-listed options $0.058 $0.063 -8%

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Futures 2Q19 Net Revenue Up 4%

Futures Statistics 2Q19 2Q18 Change

Net Revenue (in millions) $32.6 $31.4 4%


Total ADV (in thousands) 257 258 --

Total RPC $1.748 $1.633 7%

Revenue increase driven by net transaction fees resulting from higher RPC

RPC increase primarily reflects lower volume-based rebates

ADV in non-U.S. trading hours (GTH) increased to 13.4% in 2Q19 from 9.5% in 1Q19 and 11% for all of 2018

20

Revenue decline reflects lower volumes and market share offset somewhat by higher net capture and access and capacity fees

Decrease in SIP market data revenue due to lower market share and audit recoveries versus 2Q18

U.S. Equities 2Q19 Net Revenue Down 5%

U.S. Equities Statistics 2Q19 2Q18 Change

Net Revenue (in millions) $74.1 $77.6 -5%

Market data - SIP 23.7 27.6 -14%

Market data - Proprietary 9.1 9.0 1%

Access and capacity fees 19.6 18.7 5%


Total market share 15.7% 18.9% -3.2 pts

Market ADV (shares in billions) 6.9 6.9 --

ADV (matched shares in billions) 1.1 1.3 -15%

Net capture (per 100 touched shares) $0.028 $0.023 22%

21

Net revenue decrease primarily reflects unfavorable foreign-currency translation

On local currency basis, net transaction fees decreased 6% and non-transaction revenue increased 14%

Decline in net transaction fees driven by lower overall industry volume and market share, offset somewhat by higher net capture

European Equities 2Q19 Net Revenue Down 4%; Up 1% on Local Currency Basis

European Equities Statistics 2Q19 2Q18 Change

Net Revenue (in millions) $22.4 $23.4 -4%

Net Revenue (in millions) £17.5 £17.3 1%


Total market share 20.3% 22.2% -1.9 pts

Market ADNV ( in billions) €40.8 €47.4 -14%

Net capture (per matched notional value, in basis points) 0.224 0.183 22%

22

Revenue decline reflects lower market volume offset somewhat by higher net capture and market share

Higher net capture due to the impact of fee changes implemented in 2018

¹Market share represents Cboe FX volume divided by the total volume of publicly reporting spot FX venues (Cboe FX, EBS, Refinitiv, and FastMatch).

Global FX 2Q19 Net Revenue Down 10%

2Q19 2Q18 Change

FX Net Revenue (in millions) $13.1 $14.5 -10%


Market share¹ 15.2% 14.9% 0.3 pts

Average Daily Notional Value ($ in billions) $32.5 $38.4 -15%

Net capture (per one million dollars traded) $2.65 $2.56 4%

23

2Q19 acquisition-related expenses included:

• An impairment charge of $6.1 million related to Cboe headquarters

– Classified Chicago headquarters location as property held for sale

– Ceased depreciation on headquarters May 1, 2019

– Plan to relocate headquarters due to a reduction in employee workspace needs in Chicago post the Bats acquisition

• An impairment charge of $10.5 million due to anticipated restructuring of Cboe Vest

– Negotiating a sale of a majority of our shares in Vest – resulting in Cboe going from 60% ownership to approximately 25%

Acquisition-Related Expenses

24

Adjusted Operating Expenses Down 3%

2Q19 vs 2Q18:

Compensation and benefits down due to decrease in incentive-based compensation and equity compensation, offset somewhat by higher expense related to deferred compensation plans

Lowering full-year 2019 adjusted operating expense guidance to a range of $405 to $413 million, a decrease of $10 million

Adjusted Operating Expenses¹(in millions)

2Q19 2Q18 % Chg

Compensation and benefits $52.2 $57.4 -9%

Depreciation and amortization¹ 9.6 10.7 -10%

Technology support services 11.8 11.8 --

Professional fees and outside services 19.2 17.3 11%

Travel and promotional 3.0 3.5 -14%

Facilities costs 3.0 2.9 3%

Other expenses 4.3 2.5 72%

Total¹ $103.1 $106.1 -3%


25

Maintaining 2019 run-rate expense synergy target of $80 million and 2020 target of $85 million

Maintaining Expense Synergy Targets

$15

$50

$33

$57

$80$85

2017 2018 2019 2020

Targeted Run-Rate Expense Synergies as of August 2, 2019 (in millions)

Prior Projection Actual Target as of Aug '19

26

2019 Full-Year Guidance

2019 Full-Year Guidance($ in millions)

Guidance as of May 3, 2019

Guidance as of Aug. 2, 2019

Adjusted operating expenses¹,4 $415 to $423 million $405 to $413 million

Depreciation and amortization (excluding amortization of acquired intangible assets)

$35 to $40 million $35 to $40 million

Effective tax rate on adjusted earnings 27% to 29% 27% to 29%²

Capital expenditures $50 to $55 million $50 to $55 million3

¹Adjusted operating expenses for 2019 exclude acquisition-related expenses and amortization of acquired intangible assets, which are expected to be $138 million for 2019. Adjustments included in the non-GAAP reconciliation.

²Expect effective tax rate on adjusted earnings for 2019 to be at lower end of guidance range.

3Expect capital expenditures to be at the lower end of the guidance range.

4Adjusted operating expenses for 2020 expected to be in a range of $420 to $428 million, excluding acquisition-related expenses and amortization of intangible assets

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Preserving balance sheet flexibility is a priority

Invest in the growth of our business

Return capital through dividends and opportunistic share repurchases - about

$35MM in 2Q19

Utilize cash to reduce debt - $300 MM debt repayment in 2Q19

¹See Appendix for “Non-GAAP Information.”

Focused on Efficient Allocation of Capital to Create Long-Term Shareholder Value

Debt Outstanding ($ in millions)June 30,

2019Mar. 31,

2019Dec. 31,

2018Sept.

30, 2018June 30,

2018

3.650% Senior Notes (10Y; Due 2027) $650 $650 $650 $650 $650

1.950% Senior Notes (2Y; Due 2019) - 300 300 300 300

Term Loan Facility 275 275 275 275 275

Total Debt (Gross) $ 925 $ 1,225 $ 1,225 $ 1,225 $ 1,225

Debt to EBITDA TTM¹ 1.2x 1.5x 1.5x 1.6x 1.6x

Adjusted Cash & FinancialInvestments¹

$136 $348 $258 $138 $116

Dividends Paid $34.8 $34.8 $34.7 $34.7 $30.6

Share Repurchases -- $35.0 -- $49.1 $48.3

28

Footnotes applied here

Delivering on Sources of Operating Leverage andKey Strategic Initiatives While Defining Markets Globally

• Focused on growing proprietary productsGrowth of Core

Proprietary Products

• Growth in recurring revenueStrengthen Recurring

Revenue Stream

• Disciplined expense managementScale of Business Model

• Complete integration plan and deliver on our

expense synergies Synergies Realization

• Returned capital through dividends

• Focused on maintaining balance sheet flexibility

• Reduced debt; leverage ratio at 1.2x vs 1.5x Capital Allocation

2929

Questions & Answers

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Appendix Materials

31

2019 realized synergies expected to be lower due to timing of C1 migration in October 2019

$33.0

$24.0 $23.0

$5.0

75%64%

20%

40%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

$-

$5

$10

$15

$20

$25

$30

$35

2017 2018 2019 2020

Timing of Incremental Run-Rate Synergies* (in millions)

Incremental Run-Rate Synergies

Percent of Incremental Synergies Realized

*Actual through 2018; reflects target as of August 2, 2019, for 2019 and 2020.

Realized Versus Run-Rate Expense Synergies

$15.4

$4.6

$2.0

$3.0

$85.0$8.4

$8.6

$18.4

$24.6

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

$90.0

Timing of Realized Synergies* (in millions)

2017 2018 2019 2020 2021 2021

32

Incremental¹

Targeted Run-Rate Synergies Realization

(in millions)

Targeted Run-

Rate Synergies

Increase in Run-

Rate Each Year

% of Incremental

Run-Rate

Synergies

Realized/Targeted

Actual/Targeted

Realized

Synergies

Carryover

from Prior

Year Run-Rate

Total Synergies

Realized/Targeted

by Year

Cumulative

Synergies

Realized/Targeted

2017 Actual $33.0 $33.0 75% $24.6 $0.0 $24.6 $24.6

2018 Actual $57.0 24.0 64% 15.4 8.4 23.8 $48.4

2019 Target* $80.0 23.0 20% 4.6 8.6 13.2 $61.6

2020 Target* $85.0 5.0 40% 2.0 18.4 20.4 $82.0

2021 Target* 3.0 3.0 $85.0

Total $85.0 $46.6 $38.4 $85.0

*Reflects target as of August 2, 2019

33

2Q19 Financial Overview

Adjusted Financial Results¹($ in millions, except per share)

2Q19 2Q18 % Chg

Net Revenue² $283.2 $283.5 --

Adjusted Operating Expenses¹ 103.1 106.1 -3%

Adjusted Operating Income¹ $180.1 $177.4 2%

Adjusted Operating Margin¹ 63.6% 62.6% 100 bps

Adjusted Net Income Allocated to Common Stockholders¹ $125.7 $118.2 6%

Adjusted Diluted EPS¹ $ 1.13 $ 1.05 8%

Adjusted EBITDA¹ $193.6 $187.5 3%

Adjusted EBITDA Margin¹ 68.4% 66.1% 230 bps


²Net revenue referenced in this presentation represents revenue less cost of revenue.

34

2Q19 net transaction fees down 1%; non-transaction net revenue up 1%

2Q19 Net Revenue Detail

Net Revenue(in millions)

2Q19 2Q18 % Chg

Net transaction fees¹ $181.9 $183.9 -1%

Access and capacity fees 54.5 52.2 4%

Market data fees 51.8 52.5 -1%

Regulatory fees 9.4 8.2 15%

Royalty fees (21.9) (22.0) --

Other revenue 7.5 8.7 -14%

Total $283.2 $283.5 --

¹See Appendix for “Non-GAAP Information.”

35

Supplemental Segment Information

2Q19 Supplemental Net Revenue by Segment (in millions)

OptionsU.S.

EquitiesFutures

European Equities

Global FX

Total¹

Net transaction fees² $109.1 $20.1 $28.3 $13.2 $11.2 $181.9

Proprietary net transaction fees include above $89.7 $28.3 $118.0

Access and capacity fees $25.6 $19.6 $3.8 $3.9 $1.6 $54.5

Market data fees $14.0 $32.8 $1.6 $3.2 $0.2 $51.8

Industry market data fees included above $7.2 $23.7 $30.9

¹Totals may not foot due to rounding.²A full reconciliation of our non-GAAP results to our GAAP results is included in the following tables. See "Non-GAAP Information” in the accompanying financial tables.

2Q18 Supplemental Net Revenue by Segment (in millions)

OptionsU.S.

EquitiesFutures

European Equities

Global FX

Total¹

Net transaction fees² $109.5 $20.0 $26.9 $14.7 $12.8 $183.9

Proprietary net transaction fees include above $88.2 $26.9 $115.1

Access and capacity fees $24.4 $18.7 $3.8 $3.7 $1.6 $52.2

Market data fees $10.6 $36.6 $1.8 $3.4 $0.1 $52.5

Industry market data fees included above $6.2 $27.6 $33.7

36

Non-GAAP Information

37


In addition to disclosing results determined in accordance with GAAP, Cboe Global Markets has disclosed certain non-GAAP measures of operating performance. These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP measures provided in this presentation include net transaction fees, adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income allocated to common stockholders and adjusted diluted earnings per share, adjusted tax rate, adjusted cash and financial investments, EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin.

Management believes that the non-GAAP financial measures presented in this presentation, including adjusted operating income and adjusted operating expenses, provide additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results.

Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to-day operating performance of the businesses, the relative operating performance of the businesses between periods and the earnings power of the company. Therefore, we believe performance measures excluding intangible asset amortization expense provide investors with an additional basis for comparison across accounting periods.

Acquisition-related expenses: From time to time, we have pursued small bolt-on acquisitions and in 2017 completed a larger transformative acquisition, which have resulted in expenses which would not otherwise have been incurred in the normal course of the company’s business operations. These expenses include integration costs, as well as legal, due diligence and other third party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Accordingly, we exclude these costs for purposes of calculating non-GAAP measures which provide an additional analysis of Cboe’s ongoing operating performance or comparisons in Cboe’s performance between periods.

The tables below show the reconciliation of each financial measure from GAAP to non-GAAP. The non-GAAP financial measures exclude the impact of those items detailed below and are referred to as adjusted financial measures.

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For the Three Months Ended June 30, 2019

(in millions) Options

U.S.

Equities Futures

European

Equities Global FX Total

Transaction fees 185.9$ 182.0$ 28.3$ 19.5$ 11.2$ 426.9$

Liquidity payments (73.3) (156.2) - (6.3) - (235.8)

Routing and clearing (3.5) (5.7) - - - (9.2)

Net transaction fees 109.1$ 20.1$ 28.3$ 13.2$ 11.2$ 181.9$

For the Three Months Ended June 30, 2018

(in millions) Options

U.S.

Equities Futures

European

Equities Global FX Total

Transaction fees 189.0$ 211.9$ 26.9$ 24.2$ 12.8$ 464.8$

Liquidity payments (75.7) (185.9) - (9.5) - (271.1)

Routing and clearing (3.8) (6.0) - - - (9.8)

Net transaction fees 109.5$ 20.0$ 26.9$ 14.7$ 12.8$ 183.9$

Reconciliation of Net Transaction Fees by Segment

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(in millions, except per share amounts) 1Q18 2Q18 3Q18 4Q18 2018 1Q19 2Q19

Net income allocated to common stockholders 117.3$ 82.4$ 85.0$ 137.3$ 422.1$ 94.6$ 87.6$

Acquisition-related expenses (1) 8.8 8.6 5.9 6.7 30.0 2.3 20.8 Amortization of acquired intangible assets (2) 42.1 39.7 39.4 39.4 160.6 37.6 34.1 Change in contingent consideration - - - 0.1 0.1 - - Total Non-GAAP operating expense adjustments 50.9 48.3 45.3 46.2 190.7 39.9 54.9 Interest and other borrowing costs - - - - - - -Provision for uncollectable convertible notes receivable - - - - - - -Change in redemption value of noncontrolling interest 0.3 0.3 0.3 0.4 1.3 0.2 0.2 Total Non-GAAP adjustments - pretax 51.2 48.6 45.6 46.6 192.0 40.1 55.1 Income tax expense related to the items above (13.0) (12.6) (12.1) (11.7) (49.4) (10.0) (13.2) Tax provision re-measurement - - - (0.4) (0.4) - -Impairment charges attributed to noncontrolling interest - - - - - - (3.6)

Net income allocated to participating securities - effect on reconciling items (0.3) (0.2) (0.2) (0.2) (0.9) (0.2) (0.2) Adjusted net income allocated to common stockholders 155.2$ 118.2$ 118.3$ 171.6$ 563.4$ 124.5$ 125.7$

Reconciliation of Diluted EPS to Non-GAAP Diluted earnings per common share 1.04$ 0.73$ 0.76$ 1.23$ 3.76$ 0.85$ 0.78$ Per share impact of non-GAAP adjustments noted above 0.34 0.32 0.30 0.31 1.26 0.26 0.35 Adjusted diluted earnings per common share 1.38$ 1.05$ 1.06$ 1.54$ 5.02$ 1.11$ 1.13$

Reconciliation of Operating Margin to Non-GAAP Revenue less cost of revenue 328.5$ 283.5$ 270.5$ 334.4$ 1,216.9$ 280.5$ 283.2$

Non-GAAP adjustments noted above - - - - - - -Adjusted revenue less cost of revenue 328.5$ 283.5$ 270.5$ 334.4$ 1,216.9$ 280.5$ 283.2$

Operating expenses (3) 160.8$ 154.4$ 144.4$ 158.0$ 617.5$ 134.0$ 158.0$ Non-GAAP expense adjustments noted above (50.9) (48.3) (45.3) (46.2) (190.7) (39.9) 54.9 Adjusted operating expenses 109.9$ 106.1$ 99.1$ 111.8$ 426.8$ 94.1$ 103.1$ Operating income 167.7$ 129.1$ 126.1$ 176.4$ 599.4$ 146.5$ 125.2$ Non-GAAP expense adjustments noted above 50.9 48.3 45.3 46.2 190.7 39.9 54.9 Adjusted operating income 218.6$ 177.4$ 171.4$ 222.6$ 790.1$ 186.4$ 180.1$ Adjusted operating margin (4) 66.5% 62.6% 63.4% 66.6% 64.9% 66.5% 63.6%

Reconciliation of Income Tax Rate to Non-GAAPIncome before income taxes 159.4$ 119.8$ 116.3$ 175.6$ 571.2$ 127.8$ 119.6$ Non-GAAP adjustments noted above 51.2 48.6 45.6 46.6 192.0 40.1 55.1 Adjusted income before income taxes 210.6$ 168.4$ 161.9$ 222.2$ 763.2$ 167.9$ 174.7$

Income tax (benefit) expense 41.3$ 36.8$ 30.6$ 37.3$ 146.0$ 32.6$ 35.1$ Non-GAAP adjustments noted above 13.0 12.6 12.1 11.7 49.4 10.0 13.2 Adjusted income tax (benefit) expense 54.3$ 49.4$ 42.7$ 49.0$ 195.4$ 42.6$ 48.3$ Adjusted income tax rate 25.8% 29.4% 26.4% 22.1% 25.6% 25.4% 27.7%


Reconciliation of Net Income Allocated to Common Stocholders to Non-GAAP

(1) This amount includes professional fees and outside services, severance, facilities expenses, impairment charges and other costs related to the company’s acquisitions.(2) This amount represents the amortization of acquired intangible assets related to the company’s acquisitions.(3) The company sponsors deferred compensation plans held in a rabbi trust. The expenses related to the deferred compensation plans are included in “Compensation and benefits” ($3.7 million in expense in the three and six months ended June 30, 2019), and are directly offset by deferred compensation income, expenses and dividends included within “Other income (expense)” ($3.7 million in income, expense and dividends in the three and six months ended June 30, 2019), on the consolidated statements of income. The deferred compensation plans’ expenses are not adjusted out of “adjusted operating expenses” and do not have an impact on “Income before income taxes.”(4) Adjusted operating margin represents adjusted operating income divided by adjusted revenue less cost of revenue.

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EBITDA ReconciliationsEBITDA (earnings before interest, income taxes, depreciation and amortization) is a widely used non-GAAP financial measure of operating performance. EBITDA margin represents EBITDA divided by revenues less cost of revenues (net revenue). It is presented as supplemental information that the company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the company’s core operating performance. EBITDA is calculated by adding back to net income interest expense, income tax expense, depreciation and amortization. EBITDA should not be considered as substitutes either for net income, as an indicator of the company’s operating performance, or for cash flow, as a measure of the company’s liquidity. In addition, because EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. EBITDA margin represents EBITDA divided by net revenue.

¹EBITDA margin represents the respective EBITDA divided by the respective net revenue as shown in the non-GAAP reconciliations provided.

(in millions, except per share amounts) 1Q18 2Q18 3Q18 4Q18 2018 1Q19 2Q19Net income allocated to common stockholders 117.3$ 82.4$ 85.0$ 137.3$ 422.1$ 94.6$ 87.6$

Interest expense 9.6 9.3 9.6 9.7 38.2 9.9 10.0

Income tax provision 41.3 36.8 30.6 37.3 146.0 32.6 35.1

Depreciation and amortization 54.2 50.4 50.3 49.1 204.0 47.2 43.7

EBITDA 222.4$ 178.9$ 175.5$ 233.4$ 810.3$ 184.3$ 176.4$

EBITDA Margin¹ 67.7% 63.1% 64.9% 69.8% 66.6% 65.7% 62.3%

Non-GAAP adjustments not included in above line itemsAcquisition-related expenses 8.8 8.6 5.9 6.7 30.0 2.3 20.8

Impairment charges attributed to noncontrolling interest - - - - - - (3.6)

Other - - - 0.1 0.1 - -

Adjusted EBITDA 231.2$ 187.5$ 181.4$ 240.2$ 840.4$ 186.6$ 193.6$

Adjusted EBITDA Margin¹ 70.4% 66.1% 67.1% 71.8% 69.1% 66.5% 68.4%

Reconciliation of Net Income Allocated to Common Stockholders to EBITDA and Ajdusted EBITDA

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¹A full reconciliation of our non-GAAP to our GAAP results are available in this section.

Adjusted CashAdjusted cash is a non-GAAP measure and represents cash and cash equivalents plus financial investments minus deferred compensation plan assets and cash collected for Section 31 fees, which will need to be remitted in the near term. We have presented adjusted cash because we consider it an important supplemental measure of our liquidity and believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies.

(in millions) 3Q18 4Q18 1Q19 2Q19 LTM

Net income allocated to common stockholders 85.0$ 137.3$ 94.6$ 87.6$ 404.5$

Interest expense, net 9.6 9.7 9.9 10.0 39.2

Income tax provision 30.6 37.3 32.6 35.1 135.6

Depreciation and amortization 50.3 49.1 47.2 43.7 190.3

EBITDA 175.5$ 233.4$ 184.3$ 176.4$ 769.6$

Non-GAAP adjustments not included in above line items:

Acquisition-related expenses 5.9 6.7 2.3 20.8 35.7

Impairment charges attributed to noncontrolling interest - - - (3.6) (3.6)

Other - 0.1 - - 0.1

Adjusted EBITDA 181.4$ 240.2$ 186.6$ 193.6$ 801.8$

Debt at end of period 925.0$

Debt to EBITDA 1.2x

Adjusted Debt to EBITDA - Trailing Twelve Months¹

Adjusted Cash (in millions)As of

3/31/18

As of

6/30/18

As of

9/30/18

As of

12/31/18

As of

3/31/19

As of

6/30/19

Cash and cash equivalents 166.3$ 140.0$ 88.5$ 275.1$ 346.2$ 161.3$ Financial investments 64.0 131.8 49.2 35.7 30.2 82.9 Less deferred compensation plan assets - - - - - (20.3) Less cash collected for Section 31 fees (64.0) (155.8) - (53.1) (28.6) (88.0) Adjusted Cash 166.3$ 116.0$ 137.7$ 257.7$ 347.8$ 135.9$

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Cboe Global Markets400 South LaSalle StreetChicago, IL 60605www.cboe.com

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Documents

Second Quarter 2019 Earnings Presentationir.cboe.com/.../q2-2019-presentation-v1.pdf · Second Quarter 2019 Earnings Presentation . 2 Strategic Review Edward Tilly Chairman, President